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Directors and Officers (D&O) Insurance in Washington

Washington business-corporation articles may limit a director’s monetary liability, but the clause cannot reach earlier conduct, intentional misconduct, a knowing legal violation, an unlawful distribution, or an unauthorized personal benefit. Washington nonprofit corporations under Chapter 24.03A expressly use the state’s corporate indemnification provisions too; identify the entity form and incorporation state before applying either rule to your board. 1,4

What Is Directors And Officers?

D&O insurance can help pay covered defense costs and losses from claims against company leaders over management decisions. If your organization has a board or executives, check whether the company itself is insured and whether legal bills reduce the limit. Read the national Directors and officers guide.

What to Watch for in Washington

  • Exculpation Must Appear In The Articles

    The liability limit is optional and belongs in the articles of incorporation; it is not a D&O insurance limit or a promise that a claim will be dismissed. Check the filed articles and amendment dates, then ask whether the policy separately covers director defense and corporate reimbursement. 1

  • Corporate Claims Can Limit Indemnity

    Washington’s indemnification statute restricts payment after a director is adjudged liable to the corporation in a derivative proceeding and limits otherwise permitted corporate-right indemnity to reasonable expenses; a court may order relief in specified cases unless the articles provide otherwise. Compare the company’s indemnification documents with the policy’s insured-person and advancement terms. 2,3

  • Washington Nonprofits Use The Corporate Rules

    For corporations governed by Washington’s Nonprofit Corporation Act, RCW 24.03A.630 expressly applies the Chapter 23B indemnification provisions and translates shareholder references to members. If you run a nonprofit, check whether the policy names volunteers and directors in their actual service capacities; the statute does not establish policy coverage. 4

  • Identify The Incorporation State

    These statutes describe Washington business and nonprofit corporation rules, not an automatic rule for every LLC, foreign corporation, or organization with Washington operations. Give the broker the insured’s exact legal name, form, and state of formation so the application and requested indemnity match the entity. 4,2

Who Regulates Insurance in Washington

Washington State Office of the Insurance Commissioner

The Washington State Office of the Insurance Commissioner administers Washington insurance laws, oversees insurers and insurance producers within its authority, and provides regulatory and consumer resources. You can use the department's complaint process to raise an insurance issue and its licensing resources to check insurance professionals. 6,7,8

Surplus-lines tax and stamping office

Reported tax rate: 2% of premium The NAIC's state chart lists a 2% of premium charge for surplus-lines coverage for Washington (the chart's state entries were reviewed in October 2025). Your broker may collect the applicable amount with the premium. Surplus-lines insurers are not licensed in the state and generally are outside state guaranty-association protection; ask your broker to explain the insurer's financial protections and any diligent-search requirement that applies to your placement. 9,10

Providers With Documented State Licenses

These providers publish a national listing for Directors and officers; the state records document licenses for the entities and roles shown below. Some records rely on company-reported information rather than independent regulator verification. A national listing does not confirm the product is available in Washington. Check the regulator’s license lookup and confirm state availability for your business when requesting a quote.

  • CoalitionCoalition Insurance Solutions, Inc.Insurance producer, Surplus-lines broker · checked 2026-09-28Coalition’s license page lists producer and surplus-lines licenses for Coalition Insurance Solutions, Inc. in all 50 states and the District of Columbia. The page separately lists insurers; this record covers the brokerage entity only. 12
  • CorgiCorgi Insurance Services, Inc.Insurance producer · checked 2026-09-28Corgi’s company producer-license table lists 50 jurisdictions: 49 states and the District of Columbia, including DC license 3003091619. New Mexico does not appear in the table and is not included here; the omission does not establish that Corgi is unlicensed there. The company-reported table has no stated as-of date and does not establish product availability. 13
  • RisklyticsRisklytics, Inc.Insurance producer · checked 2026-09-28Risklytics’ licensing page lists its Massachusetts resident agency license plus state license records in Arizona, Colorado, Illinois, Indiana, New Jersey, Ohio, Texas and Washington; it identifies the NPN record date as September 10, 2026. This list is company-published and not a product availability map. 16
  • TechInsuranceSpecialty Program Group LLCInsurance producer · checked 2026-09-28TechInsurance’s current licensing page names Specialty Program Group LLC / SPG Insurance Solutions and lists state license numbers, but labels Rhode Island “Individual licenses” rather than identifying a license for the named agency. RI is omitted because this disclosure does not establish agency authority there; this is a search limitation, not an assertion that the company is unlicensed. The remaining state entries are company-reported and are not an insurance product availability map. 17
  • VouchVouch Specialty Insurance Services, LLCInsurance producer, Surplus-lines broker · checked 2026-09-28Vouch’s licenses page, effective January 16, 2025, lists producer licenses in all 50 states and DC. Its separate surplus-lines table includes Idaho number 870820, while a footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses. Because those statements conflict for Idaho, this record keeps Idaho producer-only and does not treat the table number as established agency surplus-lines authority. The page is company-reported and does not establish product availability. 18

Questions to Ask Before You Buy in Washington

  1. Do our filed articles contain a liability-limit clause, and which claims or pre-amendment acts fall outside it?
  2. For our Washington nonprofit, does the quote insure each director and volunteer in every board or delegated service capacity we want covered?
  3. If the company cannot indemnify a director after a derivative judgment, who pays counsel as bills come due under this policy?

Directors And Officers in Washington: FAQ

Is D&O insurance required for Washington corporations? 5,4

No. Washington law permits business corporations to purchase insurance for directors and officers, but the cited statutes do not mandate a D&O policy. A nonprofit corporation’s indemnification rules also do not guarantee that an insurance policy will pay. 5,4

Can Washington articles eliminate a director’s liability? 1

They may limit monetary liability for conduct as a director, but the clause cannot apply to earlier acts or specified intentional misconduct, knowing legal violations, unlawful distributions, or unauthorized personal benefits. 1

Directors And Officers in Other States

Other Coverage in Washington

Sources

  1. RCW 23B.08.320, Limitation on Liability of Directors. Washington State Legislature, Code Reviser; Optional articles provision; exceptions and no-retroactivity sentence. Accessed 2026-09-28.
  2. RCW 23B.08.510, Authority to Indemnify. Washington State Legislature, Code Reviser; Subsections (1), (4)–(5): conduct test, derivative restrictions, expense limit. Accessed 2026-09-28.
  3. RCW 23B.08.540, Court-Ordered Indemnification. Washington State Legislature, Code Reviser; Court may order indemnity/advances if entitlement exists or relief is fair and reasonable; derivative expense limitation. Accessed 2026-09-28.
  4. RCW 24.03A.630, Indemnification and Advance for Expenses. Washington State Legislature, Code Reviser; Chapter 24.03A nonprofit cross-reference to RCW 23B.08.500–.603; member-reference substitutions. Accessed 2026-09-28.
  5. Combined Chapter 23B.08 RCW, Certified August 15, 2025. Washington State Legislature, Code Reviser; RCW 23B.08.580: permits corporate insurance for director/officer status regardless of indemnity authority; Chapter PDF p. 15. Accessed 2026-09-28.
  6. Washington State Office of the Insurance Commissioner. Washington State Office of the Insurance Commissioner; Official regulator website; insurance oversight and consumer/professional resources. Accessed 2026-09-28.
  7. Insurance Department Directory. National Association of Insurance Commissioners; Washington State Office of the Insurance Commissioner entry; official contact and website listing. Accessed 2026-09-28.
  8. Surplus Lines Insurance Premium Taxes. National Association of Insurance Commissioners; WA row; state surplus-lines premium-tax rate reviewed October 2025. Accessed 2026-09-28.
  9. Guaranty Associations & Funds. National Association of Insurance Commissioners; Coverage of claims from insolvencies of insurers licensed in a state; surplus-lines insurers are nonadmitted. Accessed 2026-09-28.
  10. Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
  11. Licenses and Carriers. Coalition; Licenses and Carriers, re-read 22 September 2026: Insurance Licenses table for Coalition Insurance Solutions, Inc., national producer number 18419475, with producer and surplus-lines numbers for all 50 states and DC including California 0L76155, Georgia 196479, Texas 2199630 and 2205589, Pennsylvania 815731 and 817452, Colorado 539028 and Wisconsin 3000108852. Insurance Carriers table naming, with NAIC numbers, Allianz Underwriters Insurance Company 36420, Arch Specialty Insurance Company 21199, Ascot Specialty Insurance Company 45055, Ascot Insurance Company 23752, Aspen Specialty Insurance Company 10717, Chaucer Insurance Company DAC, Coalition Insurance Company 29530, Fireman's Fund Indemnity Corporation 11380, Fortegra Specialty Insurance Company 16823, Lloyd's of London, MSIG Specialty Insurance USA Inc. 34886, MS Transverse Specialty Insurance Company 41807, Steadfast Insurance Company 26387, Vantage Risk Specialty Insurance Company 16275 and Zurich American Insurance Company 16535. Accessed 2026-09-22.
  12. Insurance Producer Licenses. Corgi Insurance; Current complete Insurance Producer Licenses table for Corgi Insurance Services, Inc.; 50 rows covering 49 states and DC (DC 3003091619); no New Mexico row; no NPN or as-of date shown. Accessed 2026-09-28.
  13. About Hiscox US Insurance. Hiscox; Hiscox Insurance Company Inc. NAIC 10200 as Chicago, IL domiciled insurer admitted or licensed in all 50 states and D.C.; Hiscox Inc. as general agent and Lloyd’s coverholder for Syndicates 33 and 3624; surplus-lines placements through licensed surplus-lines brokers; A.M. Best rating statement. Accessed 2026-09-16.
  14. Licenses. ERGO NEXT Insurance; Current entity-by-state license table reopened 28 September 2026: 50 rows under Next First Insurance Agency, Inc., including Washington, DC; New York rows instead list Next Insurance Services PC-1423070 and AP Intego BR-1198885. Accessed 2026-09-28.
  15. About Risklytics. Risklytics; What we do; Who we insure; Licensing; Agency licenses table dated 2026-09-10. Accessed 2026-09-16.
  16. Insurance Licenses by State. TechInsurance; Current state table; identifies TechInsurance as a division of Specialty Program Group LLC d/b/a SPG Insurance Solutions; lists DC 3000041536 and labels Rhode Island “Individual licenses,” without an agency license number. Accessed 2026-09-28.
  17. Licenses. Vouch; Effective 16 January 2025: Vouch Specialty Insurance Services, LLC, NPN 19926463; P&C table (50 states and DC); surplus-lines table includes Idaho 870820; footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses; Idaho retained as producer-only due to conflict. Accessed 2026-09-15.

Updated .

This guide is informational and does not determine whether a policy is available or meets your needs. Editorial policy. To suggest a correction, contact Spot with a supporting source.

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